<PAGE>

                                                                     EXHIBIT 4.6

================================================================================

                            PRIDE INTERNATIONAL, INC.

                                                                       as Issuer

                                       and

                               [_________________]

                                                                      as Trustee

                        _________________________________

                                    Indenture

                         Dated as of [_______ __, ____]

                        _________________________________

                          Subordinated Debt Securities

================================================================================

<PAGE>

                            PRIDE INTERNATIONAL, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

                  AND INDENTURE, DATED AS OF [_____ __, _____]

<TABLE>
<CAPTION>
  Section of
Trust Indenture                                                                         Section(s) of
 Act of 1939                                                                              Indenture
--------------                                                                          --------------
<S>                                                                                     <C>
Section 310 (a)(1)..............................................................        7.10
            (a)(2)..............................................................        7.10
            (a)(3)..............................................................        Not Applicable
            (a)(4)..............................................................        Not Applicable
            (a)(5)..............................................................        7.10
            (b).................................................................        7.08, 7.10
Section 311 (a).................................................................        7.11
            (b).................................................................        7.11
            (c).................................................................        Not Applicable
Section 312 (a).................................................................        2.07
            (b).................................................................        11.03
            (c).................................................................        11.03
Section 313 (a).................................................................        7.06
            (b).................................................................        7.06
            (c).................................................................        7.06
            (d).................................................................        7.06
Section 314 (a).................................................................        4.03, 4.04
            (b).................................................................        Not Applicable
            (c)(1)..............................................................        11.04
            (c)(2)..............................................................        11.04
            (c)(3)..............................................................        Not Applicable
            (d).................................................................        Not Applicable
            (e).................................................................        11.05
Section 315 (a).................................................................        7.01(b)
            (b).................................................................        7.05
            (c).................................................................        7.01(a)
            (d).................................................................        7.01(c)
            (d)(1)..............................................................        7.01(c)(1)
            (d)(2)..............................................................        7.01(c)(2)
            (d)(3)..............................................................        7.01(c)(3)
            (e).................................................................        6.11
Section 316 (a)(1)(A)...........................................................        6.05
            (a)(1)(B)...........................................................        6.04
            (a)(2)..............................................................        Not Applicable
            (a)(last sentence)..................................................        2.11
            (b).................................................................        6.07
Section 317 (a)(1)..............................................................        6.08
            (a)(2)..............................................................        6.09
            (b).................................................................        2.06
Section 318 (a).................................................................        11.01
</TABLE>

----------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      ----
<S>                                                                                                                   <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................       1

     SECTION 1.01          Definitions...........................................................................       1
     SECTION 1.02          Other Definitions.....................................................................       7
     SECTION 1.03          Incorporation by Reference of Trust Indenture Act.....................................       7
     SECTION 1.04          Rules of Construction.................................................................       8

ARTICLE II THE SECURITIES........................................................................................       8

     SECTION 2.01          Amount Unlimited; Issuable in Series..................................................       8
     SECTION 2.02          Denominations.........................................................................      11
     SECTION 2.03          Forms Generally.......................................................................      11
     SECTION 2.04          Execution, Authentication, Delivery and Dating........................................      12
     SECTION 2.05          Registrar and Paying Agent............................................................      13
     SECTION 2.06          Paying Agent to Hold Money in Trust...................................................      14
     SECTION 2.07          Holder Lists..........................................................................      14
     SECTION 2.08          Transfer and Exchange.................................................................      14
     SECTION 2.09          Replacement Securities................................................................      15
     SECTION 2.10          Outstanding Securities................................................................      15
     SECTION 2.11          Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.........      16
     SECTION 2.12          Temporary Securities..................................................................      16
     SECTION 2.13          Cancellation..........................................................................      16
     SECTION 2.14          Payments; Defaulted Interest..........................................................      17
     SECTION 2.15          Persons Deemed Owners.................................................................      17
     SECTION 2.16          Computation of Interest...............................................................      17
     SECTION 2.17          Global Securities; Book-Entry Provisions..............................................      18

ARTICLE III REDEMPTION...........................................................................................      20

     SECTION 3.01          Applicability of Article..............................................................      20
     SECTION 3.02          Notice to the Trustee.................................................................      20
     SECTION 3.03          Selection of Securities To Be Redeemed................................................      20
     SECTION 3.04          Notice of Redemption..................................................................      21
     SECTION 3.05          Effect of Notice of Redemption........................................................      22
     SECTION 3.06          Deposit of Redemption Price...........................................................      22
     SECTION 3.07          Securities Redeemed in Part...........................................................      22
     SECTION 3.08          Purchase of Securities................................................................      23
     SECTION 3.09          Mandatory and Optional Sinking Funds..................................................      23
     SECTION 3.10          Satisfaction of Sinking Fund Payments with Securities.................................      23
     SECTION 3.11          Redemption of Securities for Sinking Fund.............................................      23

ARTICLE IV COVENANTS.............................................................................................      24

     SECTION 4.01          Payment of Securities.................................................................      24
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
     SECTION 4.02          Maintenance of Office or Agency.......................................................      24
     SECTION 4.03          SEC Reports; Financial Statements.....................................................      25
     SECTION 4.04          Compliance Certificate................................................................      26
     SECTION 4.05          Corporate Existence...................................................................      26
     SECTION 4.06          Waiver of Stay, Extension or Usury Laws...............................................      26
     SECTION 4.07          Additional Amounts....................................................................      26

ARTICLE V SUCCESSORS.............................................................................................      27

     SECTION 5.01          Limitations on Mergers and Consolidations.............................................      27
     SECTION 5.02          Successor Person Substituted..........................................................      28

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................      28

     SECTION 6.01          Events of Default.....................................................................      28
     SECTION 6.02          Acceleration..........................................................................      30
     SECTION 6.03          Other Remedies........................................................................      31
     SECTION 6.04          Waiver of Defaults....................................................................      31
     SECTION 6.05          Control by Majority...................................................................      31
     SECTION 6.06          Limitations on Suits..................................................................      32
     SECTION 6.07          Rights of Holders to Receive Payment..................................................      32
     SECTION 6.08          Collection Suit by Trustee............................................................      32
     SECTION 6.09          Trustee May File Proofs of Claim......................................................      33
     SECTION 6.10          Priorities............................................................................      33
     SECTION 6.11          Undertaking for Costs.................................................................      34

ARTICLE VII TRUSTEE..............................................................................................      34

     SECTION 7.01          Duties of Trustee.....................................................................      34
     SECTION 7.02          Rights of Trustee.....................................................................      35
     SECTION 7.03          May Hold Securities...................................................................      36
     SECTION 7.04          Trustee's Disclaimer..................................................................      36
     SECTION 7.05          Notice of Defaults....................................................................      36
     SECTION 7.06          Reports by Trustee to Holders.........................................................      36
     SECTION 7.07          Compensation and Indemnity............................................................      37
     SECTION 7.08          Replacement of Trustee................................................................      37
     SECTION 7.09          Successor Trustee by Merger, etc......................................................      39
     SECTION 7.10          Eligibility; Disqualification.........................................................      39
     SECTION 7.11          Preferential Collection of Claims Against the Company.................................      40

ARTICLE VIII DISCHARGE OF INDENTURE..............................................................................      40

     SECTION 8.01          Termination of the Company's Obligations..............................................      40
     SECTION 8.02          Application of Trust Money............................................................      44
     SECTION 8.03          Repayment to Company..................................................................      44
     SECTION 8.04          Reinstatement.........................................................................      44

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................      45

     SECTION 9.01          Without Consent of Holders............................................................      45
     SECTION 9.02          With Consent of Holders...............................................................      46
     SECTION 9.03          Compliance with Trust Indenture Act...................................................      48
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
     SECTION 9.04          Revocation and Effect of Consents.....................................................      48
     SECTION 9.05          Notation on or Exchange of Securities.................................................      49
     SECTION 9.06          Trustee to Sign Amendments, etc.......................................................      49

ARTICLE X SUBORDINATION OF SECURITIES............................................................................      49

     SECTION 10.01         Securities Subordinated to Senior Debt................................................      49
     SECTION 10.02         No Payment on Securities in Certain Circumstances.....................................      50
     SECTION 10.03         Securities Subordinated to Prior Payment of All Senior Debt on Dissolution,
                           Liquidation or Reorganization.........................................................      51
     SECTION 10.04         Subrogation to Rights of Holders of Senior Debt.......................................      52
     SECTION 10.05         Obligations of the Company Unconditional..............................................      52
     SECTION 10.06         Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice...............      53
     SECTION 10.07         Application by Trustee of Amounts Deposited with It...................................      53
     SECTION 10.08         Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
                           Senior Debt...........................................................................      54
     SECTION 10.09         Trustee to Effectuate Subordination of Securities.....................................      54
     SECTION 10.10         Right of Trustee to Hold Senior Debt..................................................      54
     SECTION 10.11         Article X Not to Prevent Events of Default............................................      54
     SECTION 10.12         No Fiduciary Duty of Trustee to Holders of Senior Debt................................      55
     SECTION 10.13         Article Applicable to Paying Agent....................................................      55

ARTICLE XI MISCELLANEOUS.........................................................................................      55

     SECTION 11.01         Trust Indenture Act Controls..........................................................      55
     SECTION 11.02         Notices...............................................................................      55
     SECTION 11.03         Communication by Holders with Other Holders...........................................      56
     SECTION 11.04         Certificate and Opinion as to Conditions Precedent....................................      57
     SECTION 11.05         Statements Required in Certificate or Opinion.........................................      57
     SECTION 11.06         Rules by Trustee and Agents...........................................................      57
     SECTION 11.07         Legal Holidays........................................................................      57
     SECTION 11.08         No Recourse Against Others............................................................      58
     SECTION 11.09         Governing Law.........................................................................      58
     SECTION 11.10         No Adverse Interpretation of Other Agreements.........................................      58
     SECTION 11.11         Successors............................................................................      58
     SECTION 11.12         Severability..........................................................................      58
     SECTION 11.13         Counterpart Originals.................................................................      58
     SECTION 11.14         Table of Contents, Headings, etc......................................................      58
</TABLE>

                                      iii
<PAGE>

                  INDENTURE dated as of [______ __, ______] between Pride
International, Inc., a Delaware corporation (the "Company"), and
[_____________], a [_____________], as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
unsecured subordinated debentures, notes or other evidences of indebtedness (the
"Securities") to be issued from time to time in one or more series as provided
in this Indenture:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      Definitions.

            "Additional Amounts" means any additional amounts required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges imposed
on certain Holders and that are owing to such Holders.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

            "Agent" means any Registrar or Paying Agent.

            "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal, state or foreign law for the relief of debtors.

            "Board of Directors" means the Board of Directors or comparable
governing body of the Company or any committee thereof duly authorized, with
respect to any particular matter, to act by or on behalf of the Board of
Directors or comparable governing body of the Company.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "Business Day" means any day that is not a Legal Holiday.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests (however designated) in the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership, limited liability company and joint venture

                                       1
<PAGE>

interests) of such Person (excluding any Debt or other debt securities that are
convertible into, or exchangeable for, such equity).

            "Capitalized Lease Obligation" of any Person means any obligation of
such Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.

            "Common Equity" of any Person means all Capital Stock of such Person
that is generally entitled to (i) vote in the election of directors of such
Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person; provided, however, that for purposes
of any provision contained herein which is required by the TIA, "Company" shall
also mean each other obligor (if any) on the Securities of a series.

            "Company Order" and "Company Request" mean, respectively, a written
order or request signed in the name of the Company by two Officers of the
Company, and delivered to the Trustee.

            "Corporate Trust Office of the Trustee" means the principal office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which, in the case of [_______________], shall be
[__________________], New York, New York [________].

            "Debt" of any Person means, without duplication: (i) all
indebtedness or obligations of such Person for borrowed money (whether or not
the recourse of the lender is to the whole of the assets of such Person or only
to a portion thereof); (ii) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments; (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (or
reimbursement obligations with respect thereto), other than standby letters of
credit, bid or performance bonds and other obligations issued by or for the
account of such Person in the ordinary course of business, to the extent not
drawn or, to the extent drawn, if such drawing is reimbursed not later than the
third Business Day following demand for reimbursement; (iv) all obligations of
such Person to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred in the ordinary
course of business; (v) all Capitalized Lease Obligations of such Person; (vi)
all Debt of others secured by a lien on any asset of such Person, whether or not
such Debt is assumed by such Person (provided that if the obligations so secured
have not been assumed in full by such Person or are not otherwise such Person's
legal liability in full, then such obligations shall be deemed to be in an
amount equal to the greater of (a) the lesser of (1) the full amount of such
obligations and (2) the fair market value of such assets, as determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution, and (b) the amount of obligations as have been
assumed by such Person or which are otherwise such Person's legal liability);
and

                                       2
<PAGE>

(vii) all Debt of others (other than endorsements in the ordinary course of
business) guaranteed by such Person to the extent of such guarantee.

            "Default" means any event, act or condition that is, or after notice
or the passage of time or both would be, an Event of Default.

            "deliver" or "delivery" means, in the context of certificated
Securities, actual physical delivery of the certificated Securities to the
relevant Person required hereunder, together with all endorsements, and in the
context of Global Securities, the designation on the records of the Depositary
of a change in the beneficial interests of a holder in a Global Security.

            "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the Person specified
pursuant to Section 2.01 hereof as the initial Depositary with respect to the
Securities of such series, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include such successor.

            "Designated Senior Debt," unless otherwise provided with respect to
the Securities of a series as contemplated by Section 2.01, means any Senior
Debt that (i) in the instrument evidencing the same or the assumption or
guarantee thereof (or related documents to which the Company is a party) is
expressly designated as "Designated Senior Debt" for purposes of this Indenture
and (ii) satisfies such other conditions as may be provided with respect to the
Securities of such series; provided that such instruments or documents may place
limitations and conditions on the right of such Senior Debt to exercise the
rights of Designated Senior Debt.

            "Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) except as set forth in (b), with respect to the
Company, Capital Stock of the Company that, by its terms or by the terms of any
security into which it is convertible, exercisable or exchangeable, is, or upon
the happening of an event or the passage of time would be, required to be
redeemed or repurchased (including at the option of the holder thereof) by the
Company or any Subsidiary, in whole or in part, on or prior to the Stated
Maturity of the Securities of such series, and (b) with respect to any
Subsidiary, any Capital Stock other than any Common Equity of such Subsidiary
with no preference, privileges, or redemption or repayment provisions.

            "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

            "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

                                       3
<PAGE>

            "Global Security" means a Security that is issued in global form in
the name of the Depositary with respect thereto or its nominee.

            "Government Obligations" means, with respect to a series of
Securities, (i) direct obligations of a government that issues the currency in
which the Securities of the series are payable for the payment of which the full
faith and credit of such government is pledged, or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government, which, in either case under clause (i)
or (ii) above, are not callable or redeemable at the option of the issuer
thereof; or (iii) depository receipts issued by a bank or trust company as
custodian with respect to any such Government Obligations or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation
evidenced by such depository receipt.

            "Holder" means a Person in whose name a Security is registered.

            "Indenture" means this Indenture as amended or supplemented from
time to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

            "interest" means, with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, interest payable
after Maturity.

            "Interest Payment Date," when used with respect to any Security,
shall have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

            "Issue Date" means, with respect to Securities of a series, the
first date on which the Securities of such series are originally issued under
this Indenture.

            "Junior security" means, when used with respect to the Securities of
any series, any Qualified Capital Stock of the Company or any Subsidiary or any
Debt of the Company that is subordinated in right of payment to the Securities
of such series and has no scheduled installment of principal due, by redemption,
sinking fund payment or otherwise, on or prior to the Stated Maturity of the
Securities of such series.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York; Houston, Texas or a Place
of Payment are authorized or obligated by law, regulation or executive order to
remain closed.

            "Maturity" means, with respect to any Security, the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity thereof,
or by declaration of acceleration, call for redemption or otherwise.

                                       4
<PAGE>

            "Officer" means the Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person.

            "Officers' Certificate" means a certificate signed by two Officers
of a Person.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. Such counsel may be an employee of or counsel to
the Company or the Trustee.

            "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency, instrumentality or political subdivision thereof or other entity of any
kind.

            "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01 subject to the
provisions of Section 4.02.

            "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

            "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

            "Redemption Date" means, with respect to any Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

            "Redemption Price" means, with respect to any Security to be
redeemed, the price at which it is to be redeemed pursuant to this Indenture.

            "Responsible Officer" means any officer within the corporate trust
department of the Trustee having direct responsibility for the administration of
this Indenture or any other officer to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

            "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

            "SEC" means the Securities and Exchange Commission.

                                       5
<PAGE>

            "Securities" has the meaning stated in the preamble of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

            "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, as custodian
with respect to the Securities of such series, or any successor entity thereto.

            "Senior Debt" of the Company, unless otherwise provided with respect
to the Securities of a series as contemplated by Section 2.01, means (i) all
Debt of the Company, whether currently outstanding or hereafter created,
incurred or assumed, unless, by the terms of the instrument creating or
evidencing such Debt or pursuant to which such Debt is outstanding, it is
provided that such Debt is not superior in right of payment to the Securities or
to other Debt which is pari passu with or subordinated to the Securities, and
(ii) any modifications, refunding, deferrals, renewals or extensions of any such
Debt or any securities, notes or other evidences of Debt issued in exchange for
such Debt; provided that, unless otherwise provided with respect to the
Securities of a series as contemplated by Section 2.01, in no event shall
"Senior Debt" include (a) Debt of the Company owed or owing to any Subsidiary or
any officer, director or employee of the Company or any Subsidiary, (b) Debt to
trade creditors or (c) any liability for taxes owed or owing by the Company.

            "Stated Maturity" means, when used with respect to any Security or
any installment of principal thereof or interest thereon, the date specified in
such Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

            "Subsidiary" means a Person at least a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
having voting power for the election of directors, whether at all times or only
so long as no senior class of stock has such voting power by reason of any
contingency.

            "surrender" shall have the same meaning as "deliver" in the context
of the surrender of a Security.

            "TIA" means the Trust Indenture Act of 1939, as amended, as in
effect on the date hereof; provided, however, that, in the event the Trust
Indenture Act of 1939 is amended after such date, "TIA" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

            "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

            "United States" means the United States of America (including the
States and the District of Columbia) and its territories and possessions, which
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

                                       6
<PAGE>

            "U.S. Government Obligations" means Government Obligations with
respect to Securities payable in Dollars.

SECTION 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                                                         DEFINED
TERM                                                                                                   IN SECTION
----                                                                                                   ----------
<S>                                                                                                    <C>
"Agent Members"..............................................................................              2.17
"Bankruptcy Custodian".......................................................................              6.01
"Conversion Event"...........................................................................              6.01
"covenant defeasance"........................................................................              8.01
"Event of Default"...........................................................................              6.01
"Exchange Rate"..............................................................................              2.11
"Judgment Currency"..........................................................................              6.10
"legal defeasance"...........................................................................              8.01
"mandatory sinking fund payment".............................................................              3.09
"optional sinking fund payment"..............................................................              3.09
"Paying Agent"...............................................................................              2.05
"Payment Blocking Notice"....................................................................             10.02
"Payment Default"............................................................................             10.02
"Registrar"..................................................................................              2.05
"Required Currency"..........................................................................              6.10
"Successor"..................................................................................              5.01
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture (and
if the Indenture is not qualified under the TIA at the time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

            All terms used in this Indenture that are defined by the TIA,
defined by a TIA reference to another statute or defined by an SEC rule under
the TIA have the meanings so assigned to them.

                                       7
<PAGE>

SECTION 1.04      Rules of Construction.

            Unless the context otherwise requires:

            (1)   a term has the meaning assigned to it;

            (2)   an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with GAAP;

            (3)   "or" is not exclusive;

            (4)   words in the singular include the plural, and in the plural
                  include the singular;

            (5)   provisions apply to successive events and transactions; and

            (6)   all references in this instrument to Articles and Sections are
                  references to the corresponding Articles and Sections in and
                  of this instrument.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.01      Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officers' Certificate of the Company or in a
Company Order, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of the series from the Securities of all other
      series);

            (2) if there is to be a limit, the limit upon the aggregate
      principal amount of the Securities of the series that may be authenticated
      and delivered under this Indenture (except for Securities authenticated
      and delivered upon registration of transfer of, or in exchange for, or in
      lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
      2.12, 2.17, 3.07 or 9.05 and except for any Securities that, pursuant to
      Section 2.04 or 2.17, are deemed never to have been authenticated and
      delivered hereunder); provided, however, that unless otherwise provided in
      the terms of the series, the authorized aggregate principal amount of such
      series may be increased before or after the issuance of any Securities of
      the series by a Board Resolution (or action pursuant to a Board
      Resolution) to such effect;

                                       8
<PAGE>

            (3) whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form, as Global Securities
      or otherwise, and, if so, whether beneficial owners of interests in any
      such Global Security may exchange such interests for Securities of such
      series and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 2.17, and the initial Depositary and
      Security Custodian, if any, for any Global Security or Securities of such
      series;

            (4) the manner in which any interest payable on a temporary Global
      Security on any Interest Payment Date will be paid if other than in the
      manner provided in Section 2.14;

            (5) the date or dates on which the principal of and premium (if any)
      on the Securities of the series is payable or the method of determination
      thereof;

            (6) the rate or rates, or the method of determination thereof, at
      which the Securities of the series shall bear interest, if any, whether
      and under what circumstances Additional Amounts with respect to such
      Securities shall be payable, the date or dates from which such interest
      shall accrue, the Interest Payment Dates on which such interest shall be
      payable and the record date for the interest payable on any Securities on
      any Interest Payment Date, or if other than provided herein, the Person to
      whom any interest on Securities of the series shall be payable;

            (7) the place or places where, subject to the provisions of Section
      4.02, the principal of, premium (if any) and interest on and any
      Additional Amounts with respect to the Securities of the series shall be
      payable;

            (8) the period or periods within which, the price or prices (whether
      denominated in cash, securities or otherwise) at which and the terms and
      conditions upon which Securities of the series may be redeemed, in whole
      or in part, at the option of the Company, if the Company is to have that
      option, and the manner in which the Company must exercise any such option,
      if different from those set forth herein;

            (9) the obligation, if any, of the Company to redeem, purchase or
      repay Securities of the series pursuant to any sinking fund or analogous
      provisions or at the option of a Holder thereof and the period or periods
      within which, the price or prices (whether denominated in cash, securities
      or otherwise) at which and the terms and conditions upon which Securities
      of the series shall be redeemed, purchased or repaid in whole or in part
      pursuant to such obligation;

            (10) if other than denominations of $1,000 and any integral multiple
      thereof, the denomination in which any Securities of that series shall be
      issuable;

            (11) if other than Dollars, the currency or currencies (including
      composite currencies) or the form, including equity securities, other debt
      securities (including Securities), warrants or any other securities or
      property of the Company or any other

                                       9
<PAGE>

      Person, in which payment of the principal of, premium (if any) and
      interest on and any Additional Amounts with respect to the Securities of
      the series shall be payable;

            (12) if the principal of, premium (if any) or interest on or any
      Additional Amounts with respect to the Securities of the series are to be
      payable, at the election of the Company or a Holder thereof, in a currency
      or currencies (including composite currencies) other than that in which
      the Securities are stated to be payable, the currency or currencies
      (including composite currencies) in which payment of the principal of,
      premium (if any) and interest on and any Additional Amounts with respect
      to Securities of such series as to which such election is made shall be
      payable, and the periods within which and the terms and conditions upon
      which such election is to be made;

            (13) if the amount of payments of principal of, premium (if any) and
      interest on and any Additional Amounts with respect to the Securities of
      the series may be determined with reference to any commodities, currencies
      or indices, values, rates or prices or any other index or formula, the
      manner in which such amounts shall be determined;

            (14) if other than the entire principal amount thereof, the portion
      of the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 6.02;

            (15) any additional means of satisfaction and discharge of this
      Indenture and any additional conditions or limitations to discharge with
      respect to Securities of the series pursuant to Article VIII or any
      modifications of or deletions from such conditions or limitations;

            (16) any deletions or modifications of or additions to the Events of
      Default set forth in Section 6.01 or covenants of the Company set forth in
      Article IV pertaining to the Securities of the series;

            (17) any restrictions or other provisions with respect to the
      transfer or exchange of Securities of the series, which may amend,
      supplement, modify or supersede those contained in this Article II;

            (18) if the Securities of the series are to be convertible into or
      exchangeable for capital stock, other debt securities (including
      Securities), warrants, other equity securities or any other securities or
      property of the Company or any other Person, at the option of the Company
      or the Holder or upon the occurrence of any condition or event, the terms
      and conditions for such conversion or exchange;

            (19) whether the Securities of the series are to be entitled to the
      benefit of Section 4.03(b) (and accordingly constitute Rule 144A
      Securities);

            (20) any modifications to the definitions of "Designated Senior
      Debt" and "Senior Debt," to Article X or to the other provisions regarding
      subordination with respect to the Securities of the series; and

                                       10
<PAGE>

            (21) any other terms of the series (which terms shall not be
      prohibited by the provisions of this Indenture).

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided, in the Officers' Certificate or
Company Order referred to above or in any such indenture supplemental hereto.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Company Order setting forth the terms of the series.

            The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article X and/or as specified as contemplated pursuant to
this Section 2.01.

SECTION 2.02      Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.

SECTION 2.03      Forms Generally.

            The Securities of each series shall be in fully registered form and
in substantially such form or forms (including temporary or permanent global
form) established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto. The Securities may have notations, legends or
endorsements required by law, securities exchange rule, the Company's
certificate of incorporation, bylaws or other similar governing documents,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company). A
copy of the Board Resolution establishing the form or forms of Securities of any
series shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery
of such Securities.

            The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution thereof.

            The Trustee's certificate of authentication shall be in
substantially the following form:

                                       11
<PAGE>

            "This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                       [_____________], as Trustee

                                       By: _____________________________________
                                               Authorized Officer".

SECTION 2.04      Execution, Authentication, Delivery and Dating.

            Two Officers of the Company shall sign the Securities on behalf of
the Company by manual or facsimile signature. If an Officer of the Company whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall be valid nevertheless.

            A Security shall not be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose until authenticated by the manual
signature of an authorized signatory of the Trustee, which signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture. Notwithstanding the foregoing, if any Security has been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company delivers such Security to the Trustee for cancellation as provided in
Section 2.13, together with a written statement (which need not comply with
Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, and the Trustee shall
authenticate and deliver such Securities for original issue upon a Company Order
for the authentication and delivery of such Securities or pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by
Company Order. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

            If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to

                                       12
<PAGE>

above and the other documents required by Section 11.04), and (subject to
Section 7.01) shall be fully protected in relying upon:

            (a) an Officers' Certificate setting forth the Board Resolution and,
      if applicable, an appropriate record of any action taken pursuant thereto,
      as contemplated by the last paragraph of Section 2.01; and

            (b) an Opinion of Counsel to the effect that:

                  (i) the form of such Securities has been established in
            conformity with the provisions of this Indenture;

                  (ii) the terms of such Securities have been established in
            conformity with the provisions of this Indenture; and

                  (iii) that such Securities, when authenticated and delivered
            by the Trustee and issued by the Company in the manner and subject
            to any conditions specified in such Opinion of Counsel, will
            constitute valid and binding obligations of the Company, enforceable
            against the Company in accordance with their terms, except as the
            enforceability thereof may be limited by applicable bankruptcy,
            insolvency, reorganization, moratorium, fraudulent conveyance or
            transfer or other similar laws in effect from time to time affecting
            the rights of creditors generally, and the application of general
            principles of equity (regardless of whether such enforceability is
            considered in a proceeding in equity or at law).

            If all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate and Opinion
of Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

            The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

            Each Security shall be dated the date of its authentication.

SECTION 2.05      Registrar and Paying Agent.

            The Company shall maintain an office or agency for each series of
Securities where Securities of such series may be presented for registration of
transfer or exchange ("Registrar") and an office or agency where Securities of
such series may be presented for

                                       13
<PAGE>

payment ("Paying Agent"). The Registrar shall keep a register of the Securities
of such series and of their transfer and exchange. The Company may appoint one
or more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any Subsidiary may act as Paying Agent or Registrar.

            The Company initially appoints the Trustee as Registrar and Paying
Agent.

SECTION 2.06      Paying Agent to Hold Money in Trust.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with
respect to Securities and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed.
Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Each Paying Agent shall
otherwise comply with TIA Section 317(b).

SECTION 2.07      Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar with respect to a series of Securities, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.08      Transfer and Exchange.

            Except as set forth in Section 2.17 or as may be provided pursuant
to Section 2.01:

                                       14
<PAGE>

            When Securities of any series are presented to the Registrar with
the request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

            To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Securities at the Registrar's
written request and submission of the Securities or Global Securities. No
service charge shall be made to a Holder for any registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than such transfer
tax or similar governmental charge payable upon exchanges pursuant to Section
2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance
with the provisions of Section 2.04. Notwithstanding any other provisions of
this Indenture to the contrary, the Company shall not be required to register
the transfer or exchange of (a) any Security selected for redemption in whole or
in part pursuant to Article III, except the unredeemed portion of any Security
being redeemed in part, or (b) any Security during the period beginning 15
Business Days prior to the mailing of notice of any offer to repurchase
Securities of the series required pursuant to the terms thereof or of redemption
of Securities of a series to be redeemed and ending at the close of business on
the day of mailing.

SECTION 2.09      Replacement Securities.

            If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of such Security, the Company shall issue and the
Trustee shall authenticate a replacement Security of the same series if the
Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security. If
required by the Trustee or the Company, such Holder must furnish an indemnity
bond that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Company and the
Trustee may charge a Holder for their expenses in replacing a Security.

            Every replacement Security is an additional obligation of the
Company.

SECTION 2.10      Outstanding Securities.

            The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in

                                       15
<PAGE>

the interest in a Global Security effected by the Trustee hereunder and those
described in this Section 2.10 as not outstanding.

            If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

            If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

            A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security.

SECTION 2.11      Original Issue Discount, Foreign-Currency Denominated and
                  Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for such currency,
as such rate is certified for customs purposes by the Federal Reserve Bank of
New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Company by reference to
the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded, except that, for
the purpose of determining whether the Trustee shall be protected in relying
upon any such direction, amendment, supplement, waiver or consent, only
Securities that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.12      Temporary Securities.

            Until definitive Securities of any series are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13      Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to

                                       16
<PAGE>

them for registration of transfer, exchange, payment or redemption or for credit
against any sinking fund payment. The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, redemption,
replacement or cancellation or for credit against any sinking fund. Unless the
Company shall direct in writing that canceled Securities be returned to it, all
canceled Securities held by the Trustee shall be disposed of in accordance with
the usual disposal procedures of the Trustee, and the Trustee shall maintain a
record of their disposal. The Company may not issue new Securities to replace
Securities that have been paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.14      Payments; Defaulted Interest.

            Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Company will pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities in Dollars. Such
amounts shall be payable at the offices of the Trustee or any Paying Agent,
provided that at the option of the Company, the Company may pay such amounts (1)
by wire transfer with respect to Global Securities or (2) by check payable in
such money mailed to a Holder's registered address with respect to any
Securities.

            If the Company defaults in a payment of interest on the Securities
of any series, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest on the defaulted interest, in each case at
the rate provided in the Securities of such series and in Section 4.01. The
Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date
selected by the Company, the Company (or the Trustee, in the name of and at the
expense of the Company upon 20 days' prior written notice from the Company
setting forth such special record date and the interest amount to be paid) shall
mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.15      Persons Deemed Owners.

            The Company, the Trustee, any Agent and any authenticating agent may
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payments of principal of, premium (if any)
or interest on or any Additional Amounts with respect to such Security and for
all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.

SECTION 2.16      Computation of Interest.

            Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

                                       17
<PAGE>

SECTION 2.17      Global Securities; Book-Entry Provisions.

            If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (10) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii)
otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest
in such Global Security. Subject to the provisions of Section 2.04 and, if
applicable, Section 2.12, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person
or Persons specified in such Security or in the applicable Company Order. With
respect to the Securities of any series that are represented by a Global
Security, the Company authorizes the execution and delivery by the Trustee of a
letter of representations or other similar agreement or instrument in the form
customarily provided for by the Depositary appointed with respect to such Global
Security. Any Global Security may be deposited with the Depositary or its
nominee, or may remain in the custody of the Trustee or the Security Custodian
therefor pursuant to a FAST Balance Certificate Agreement or similar agreement
between the Trustee and the Depositary. If a Company Order has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 11.05 and need not be accompanied by an
Opinion of Counsel.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee or the Security Custodian
as its custodian, or under such Global Security, and the Depositary may be
treated by the Company, the Trustee or the Security Custodian and any agent of
the Company, the Trustee or the Security Custodian as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i)
the registered holder of a Global Security of a series may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder of
Securities of such series is entitled to take under this Indenture or the
Securities of such series and (ii) nothing herein shall prevent the Company, the
Trustee or the Security Custodian, or any agent of the Company, the Trustee or
the Security Custodian, from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or shall impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any Security.

                                       18
<PAGE>

            Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01: Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Security and a successor Depositary is not
appointed by the Company within 90 days of such notice, (2) an Event of Default
has occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company determines not to
have the Securities represented by a Global Security.

            In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company shall execute, and the Trustee upon receipt of a
Company Order for the authentication and delivery of Securities shall
authenticate and deliver, one or more Securities of the same series of like
tenor and amount.

            In connection with the transfer of all the beneficial interests in a
Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interests in the Global Security, an equal aggregate principal amount
of Securities of authorized denominations.

            Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities by the Depositary, or for maintaining, supervising or reviewing
any records of the Depositary relating to such Securities. Neither the Company
nor the Trustee shall be liable for any delay by the related Global Security
Holder or the Depositary in identifying the beneficial owners, and each such
Person may conclusively rely on, and shall be protected in relying on,
instructions from such Global Security Holder or the Depositary for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued).

            The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Global Security together with written instructions (which need not comply with
Section 11.05 and need not be accompanied by an Opinion of Counsel) with regard
to the cancellation or reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of the third paragraph of Section 2.04.

            Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest

                                       19
<PAGE>

on and any Additional Amounts with respect to any Global Security shall be made
to the Depositary.

            The Company in issuing Securities of any series may use CUSIP
numbers (if then generally in use), and, if so, the Trustee shall use CUSIP
numbers in notices of redemption as a convenience to Holders of Securities of
such series; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
of such series or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities
of such series, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.

            Notwithstanding anything herein to the contrary, delivery or
surrender of a Security shall not be required in the case of Global Securities
in order to obtain the rights or benefits provided hereunder upon the delivery
or surrender of a Security.

                                  ARTICLE III

                                   REDEMPTION

SECTION 3.01      Applicability of Article.

            Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02      Notice to the Trustee.

            If the Company elects to redeem Securities of any series pursuant to
this Indenture, it shall notify the Trustee of the Redemption Date and the
principal amount of Securities of such series to be redeemed. The Company shall
so notify the Trustee at least 45 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers' Certificate stating that such redemption will comply with
the provisions of this Indenture and of the Securities of such series. Any such
notice may be canceled at any time prior to the mailing of such notice of such
redemption to any Holder and shall thereupon be void and of no effect.

SECTION 3.03      Selection of Securities To Be Redeemed.

            If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem
appropriate in accordance with industry standards at the time of such redemption
and that may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of

                                       20
<PAGE>

that series or of the principal amount of Global Securities of such series;
provided that, if at the time of redemption such Securities are registered as a
Global Security, the Depositary shall determine, in accordance with its
procedures, the principal amount of such Securities held by each beneficial
owner of Securities to be redeemed.

            The Trustee shall promptly notify the Company and the Registrar in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

            For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any of the Securities redeemed or to be redeemed only in part, to
the portion of the principal amount thereof which has been or is to be redeemed.

SECTION 3.04      Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days (or not less than 15 days in the case of
convertible Securities) nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

            All notices of redemption shall identify the Securities to be
redeemed and shall state:

            (1)   the Redemption Date;

            (2) the Redemption Price (or the method of calculating or
      determining the Redemption Price);

            (3) that, unless the Company defaults in making the redemption
      payment, interest on Securities called for redemption ceases to accrue on
      and after the Redemption Date, and the only remaining right of the Holders
      of such Securities is to receive payment of the Redemption Price upon
      surrender to the Paying Agent of the Securities redeemed;

            (4) if any Security is to be redeemed in part, the portion of the
      principal amount thereof to be redeemed and that on and after the
      Redemption Date, upon surrender for cancellation of such Security to the
      Paying Agent, a new Security or Securities in the aggregate principal
      amount equal to the unredeemed portion thereof will be issued without
      charge to the Holder;

            (5) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the Redemption Price and the name and address of
      the Paying Agent;

            (6) that the redemption is for a sinking or analogous fund, if such
      is the case;

            (7) if such Securities are convertible into or exchangeable for
      capital stock, other debt securities (including Securities), warrants,
      other equity securities or any other securities or property of the Company
      or any other Person, the name and address of the

                                       21
<PAGE>

      conversion or exchange agent, the date on which the right to convert or
      exchange is terminated and the conversion or exchange rate; and

            (8) the CUSIP number, if any, relating to such Securities.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company.

SECTION 3.05      Effect of Notice of Redemption.

            Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price, but interest installments whose maturity
is on or prior to such Redemption Date will be payable on the relevant Interest
Payment Dates to the Holders of record at the close of business on the relevant
record dates specified pursuant to Section 2.01.

SECTION 3.06      Deposit of Redemption Price.

            By 11:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or the Paying Agent (or, if the Company
is acting as the Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on and any Additional Amounts with respect to,
the Securities or portions thereof which are to be redeemed on that date, other
than Securities or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

            If the Company complies with the preceding paragraph, then, unless
the Company defaults in the payment of such Redemption Price, interest on the
Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Securities are presented for payment, and
the Holders of such Securities shall have no further rights with respect to such
Securities except for the right to receive the Redemption Price upon surrender
of such Securities. If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal, premium, if any, any
Additional Amounts, and, to the extent lawful, accrued interest thereon shall,
until paid, bear interest from the Redemption Date at the rate specified
pursuant to Section 2.01 or provided in the Securities or, in the case of
Original Issue Discount Securities, such Securities' yield to maturity.

SECTION 3.07      Securities Redeemed in Part.

            Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security without service charge a new Security or
Securities, of the same series and of any authorized denomination as requested
by such Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal of the Security so surrendered that is not
redeemed.

                                       22
<PAGE>

SECTION 3.08      Purchase of Securities.

            Unless otherwise specified as contemplated by Section 2.01, the
Company and any Affiliate of the Company may at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Any such
acquisition shall not operate as or be deemed for any purpose to be a redemption
of the indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section
2.13 shall apply to all Securities so delivered.

SECTION 3.09      Mandatory and Optional Sinking Funds.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10      Satisfaction of Sinking Fund Payments with Securities.

            The Company may deliver outstanding Securities of a series (other
than any previously called for redemption) and may apply as a credit Securities
of a series that have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such series of Securities; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

SECTION 3.11      Redemption of Securities for Sinking Fund.

            Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivery of or by crediting Securities of that
series pursuant to Section 3.10 and will also deliver or cause to be delivered
to the Trustee any Securities to be so delivered. Failure of the Company to
timely deliver or cause to be delivered such Officers' Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute the election of the Company (i) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver

                                       23
<PAGE>

or credit Securities of such series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such series as
provided in this Section.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.01      Payment of Securities.

            The Company shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of such series
and in this Indenture. Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent (other than the
Company or a Subsidiary) holds by 11:00 a.m., New York City time, on that date
money deposited by the Company designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02      Maintenance of Office or Agency.

            The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or upon

                                       24
<PAGE>

the Company in respect of the Securities of that series and this Indenture may
be served. Unless otherwise designated by the Company by written notice to the
Trustee, such office or agency shall be the office of the Trustee in The City of
New York, which on the date hereof is located at [__________________], New York,
New York [_____]. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 4.03      SEC Reports; Financial Statements.

            (a) If the Company is subject to Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Trustee, within 15 days after it files the
same with the SEC, copies of the annual reports and the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) that the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this
Indenture is qualified under the TIA, but not otherwise, the Company shall also
comply with the provisions of TIA Section 314(a).

            (b) If the Company is not subject to the requirements of Section 13
or 15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule
144A Securities and prospective purchasers of Rule 144A Securities designated by
the Holders of Rule 144A Securities, promptly upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) promulgated
under the Securities Act of 1933, as amended.

            (c) The Company intends to file the reports, information and
documents referred to in Section 4.03(a) hereof with the SEC in electronic form
pursuant to Regulation S-T promulgated by the SEC using the SEC's Electronic
Data Gathering, Analysis and Retrieval ("EDGAR") system. The Company shall
notify the Trustee in the manner prescribed herein of each such filing. The
Trustee is hereby authorized and directed to access the EDGAR system for
purposes of retrieving the reports so filed. Compliance with the foregoing shall
constitute delivery by the Company of such reports to the Trustee in compliance
with the provisions of TIA Section 314(a). The Trustee shall have no duty to
search for or obtain any electronic or other filings that the Company makes with
the SEC, regardless of whether such filings are periodic, supplemental or
otherwise. Delivery of the reports, information and documents to the Trustee
pursuant to this Section 4.03 shall be solely for the purposes of compliance
with this Section 4.03 and with TIA Section 314(a). The Trustee's receipt of
such reports, information and documents shall not constitute notice to it of the
content thereof or of any matter determinable from the content

                                       25
<PAGE>

thereof, including the Company's compliance with any of its covenants hereunder,
as to which the Trustee is entitled to rely upon Officers' Certificates.

SECTION 4.04      Compliance Certificate.

            (a) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, a statement signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Company, which need not constitute an Officers' Certificate, complying
with TIA Section 314(a)(4) and stating that in the course of performance by the
signing Officer of his duties as such Officer of the Company he would normally
obtain knowledge of the keeping, observing, performing and fulfilling by the
Company of its obligations under this Indenture, and further stating that to the
best of his knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which such Officer may have knowledge and what
action the Company is taking or proposes to take with respect thereto).

            (b) The Company shall, so long as Securities of any series are
outstanding, deliver to the Trustee, as soon as practicable, but in no event
more than five Business Days, after any Officer of the Company becoming aware of
any Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

SECTION 4.05      Corporate Existence.

            Subject to Article V, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence.

SECTION 4.06      Waiver of Stay, Extension or Usury Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive it from paying all or any
portion of the principal of or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

SECTION 4.07      Additional Amounts.

            If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any

                                       26
<PAGE>

Security of any series or the net proceeds received from the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section 4.07 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to the provisions of this Section 4.07 and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

                                    ARTICLE V

                                   SUCCESSORS

SECTION 5.01      Limitations on Mergers and Consolidations.

            The Company shall not consolidate with or merge into any Person, or
sell, lease, convey, assign, transfer or otherwise dispose of, in any
transaction or series of transactions, all or substantially all of its assets to
any Person, unless:

            (1) either (a) the Company shall be the continuing Person or (b) the
      Person (if other than the Company) formed by such consolidation or into
      which the Company is merged, or to which such sale, lease, conveyance,
      assignment, transfer or other disposition shall be made (collectively, the
      "Successor"), is organized and validly existing under the laws of the
      United States of America, any political subdivision thereof or any State
      thereof or the District of Columbia, the Bahamas, Barbados, Bermuda, the
      British Virgin Islands, the Cayman Islands, any of the Channel Islands,
      France, any other member of the European Union, or the Netherlands
      Antilles, and expressly assumes by supplemental indenture the due and
      punctual payment of the principal of, premium (if any) and interest on and
      any Additional Amounts with respect to all the Securities and the
      performance of the Company's covenants and obligations under this
      Indenture and the Securities;

            (2) immediately after giving effect to such transaction or series of
      transactions, no Default or Event of Default shall have occurred and be
      continuing or would result therefrom;

            (3) in the case of clause (1)(b) above, in the event that the
      Successor is organized in a jurisdiction other than the United States of
      America, any political subdivision thereof or any State thereof or the
      District of Columbia which is different from the jurisdiction in which the
      obligor on the Securities was organized immediately before giving effect
      to the transaction or series of transactions, (a) the Successor delivers
      to the Trustee an Opinion of Counsel stating that (1) the obligations of
      the Successor are enforceable under the laws of the new jurisdiction of
      its formation subject to customary exceptions and (2) the Holders of
      Securities will not recognize any income, gain or loss for United States
      Federal income tax purposes as a result of the transaction or series of
      transactions and will be subject to United States Federal income tax on
      the same amount and in the same manner and at the same times as would have
      been the case if such transaction or series of transactions had not
      occurred; (b) the Successor agrees in writing

                                       27
<PAGE>

      to submit to jurisdiction to the competent courts of the State of New York
      or the federal district court sitting in The City of New York and appoints
      an agent in the State of New York for the service of process, each under
      terms satisfactory to the Trustee; and (c) the Board of Directors of the
      Company or the comparable governing body of the Successor, as applicable,
      determines in good faith that such transaction or series of transactions
      will not adversely affect the interest of the Holders of Securities in any
      material respect, which determination shall be evidenced by a Board
      Resolution (or its equivalent if the Successor is not a corporation) to
      such effect; and

            (4) in the case of clause (1)(b) above, the Successor delivers to
      the Trustee an Officers' Certificate and an Opinion of Counsel, each
      stating that the transaction and such supplemental indenture comply with
      this Indenture.

SECTION 5.02      Successor Person Substituted.

            Upon any consolidation or merger of the Company or any sale, lease,
conveyance, transfer or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.01, the Successor formed by
such consolidation or into which the Company is merged or to which such sale,
lease, conveyance, assignment, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under this Indenture and the Securities with the same effect as if
such Successor had been named as the Company herein, and the predecessor
Company, in the case of a sale, conveyance, assignment, transfer or other
disposition, shall be released from all obligations under this Indenture and the
Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default.

            Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

            (1) the Company defaults in the payment of interest on or any
      Additional Amounts with respect to any Security of that series when the
      same becomes due and payable and such default continues for a period of 30
      days;

            (2) the Company defaults in the payment of (A) the principal of any
      Security of that series at its Maturity or (B) premium (if any) on any
      Security of that series when the same becomes due and payable;

            (3) the Company defaults in the deposit of any sinking fund payment,
      when and as due by the terms of a Security of that series, and such
      default continues for a period of 30 days;

                                       28
<PAGE>

            (4) the Company fails to comply with any of its other covenants or
      agreements in, or provisions of, the Securities of such series or this
      Indenture (other than an agreement, covenant or provision that has
      expressly been included in this Indenture solely for the benefit of one or
      more series of Securities other than that series) which shall not have
      been remedied within the specified period after written notice, as
      specified in the last paragraph of this Section 6.01;

            (5) the Company pursuant to or within the meaning of any Bankruptcy
      Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

                  (C) consents to the appointment of a Bankruptcy Custodian of
            it or for all or substantially all of its property, or

                  (D) makes a general assignment for the benefit of its
            creditors;

            (6) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that remains unstayed and in effect for 90 days
      and that:

                  (A) is for relief against the Company as debtor in an
            involuntary case,

                  (B) appoints a Bankruptcy Custodian of the Company or a
            Bankruptcy Custodian for all or substantially all of the property of
            the Company, or

                  (C) orders the liquidation of the Company; or

            (7) any other Event of Default provided with respect to Securities
      of that series occurs.

            The term "Bankruptcy Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

            When a Default or Event of Default is cured, it ceases.

            Notwithstanding the foregoing provisions of this Section 6.01, if
the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a
"Conversion Event"), the Company will be entitled to satisfy its obligations to
Holders of the Securities by making such payment in Dollars in an amount equal
to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company by reference to the Exchange Rate on the date of such
payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate. Notwithstanding the foregoing provisions of
this Section

                                       29
<PAGE>

6.01, any payment made under such circumstances in Dollars where the required
payment is in a currency other than Dollars will not constitute an Event of
Default under this Indenture.

            Promptly after the occurrence of a Conversion Event, the Company
shall give written notice thereof to the Trustee; and the Trustee, promptly
after receipt of such notice, shall give notice thereof in the manner provided
in Section 11.02 to the Holders. Promptly after the making of any payment in
Dollars as a result of a Conversion Event, the Company shall give notice in the
manner provided in Section 11.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.

            A Default under clause (4) or (7) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in principal amount of the then outstanding Securities of the series
affected by such Default (or, in the case of a Default under clause (4) of this
Section 6.01, if outstanding Securities of other series are affected by such
Default, then at least 25% in principal amount of the then outstanding
Securities so affected) notify the Company and the Trustee, of the Default, and
the Company fails to cure the Default within 60 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

SECTION 6.02      Acceleration.

            If an Event of Default with respect to any Securities of any series
at the time outstanding (other than an Event of Default specified in clause (5)
or (6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the then
outstanding Securities of the series affected by such Event of Default (or, in
the case of an Event of Default described in clause (4) of Section 6.01, if
outstanding Securities of other series are affected by such Event of Default,
then at least 25% in principal amount of the then outstanding Securities so
affected) by notice to the Company and the Trustee, may declare the principal of
(or, if any such Securities are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) and all
accrued and unpaid interest on all then outstanding Securities of such series or
of all series, as the case may be, to be due and payable. Upon any such
declaration, the amounts due and payable on the Securities shall be due and
payable immediately. If an Event of Default specified in clause (5) or (6) of
Section 6.01 hereof occurs, such amounts shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a majority in principal amount
of the then outstanding Securities of the series affected by such Event of
Default or all series so affected, as the case may be, by written notice to the
Trustee may rescind an acceleration and its consequences (other than nonpayment
of principal of or premium or interest on or any Additional Amounts with respect
to the Securities) if (i) the rescission would not conflict with any judgment or
decree, (ii) all existing Events of Default with respect to Securities of that
series (or of all series, as the case may be) have been cured or waived, except
nonpayment of principal, premium, interest or any Additional Amounts that has
become due solely because of the acceleration, and (iii) the Trustee has been
paid any amounts due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

                                       30
<PAGE>

SECTION 6.03      Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04      Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series affected thereby (acting as one class) by notice to the Trustee may waive
an existing or past Default or Event of Default with respect to such series or
all series so affected, as the case may be, and its consequences (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or all series so affected or a solicitation of
consents in respect of Securities of such series or all series so affected,
provided that in each case such offer or solicitation is made to all Holders of
then outstanding Securities of such series or all series so affected (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05      Control by Majority.

            With respect to Securities of any series, the Holders of a majority
in principal amount of the then outstanding Securities of such series may direct
in writing the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification

                                       31
<PAGE>

satisfactory to it in its sole discretion from Holders directing the Trustee
against all losses and expenses caused by taking or not taking such action.

SECTION 6.06      Limitations on Suits.

            Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

            (1) the Holder gives to the Trustee written notice of a continuing
      Event of Default with respect to such series;

            (2) the Holders of at least 25% in principal amount of the then
      outstanding Securities of such series make a written request to the
      Trustee to pursue the remedy;

            (3) such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5) during such 60-day period, the Holders of a majority in
      principal amount of the Securities of such series do not give the Trustee
      a direction inconsistent with the request.

            A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07      Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08      Collection Suit by Trustee.

            If an Event of Default specified in clause (1) or (2) of Section
6.01 hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the amount of principal, premium (if any), interest and any Additional
Amounts remaining unpaid on the Securities of the series affected by the Event
of Default, and interest on overdue principal and premium, if any, and, to the
extent lawful, interest on overdue interest, and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                                       32
<PAGE>

SECTION 6.09      Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or its creditors or properties and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any Bankruptcy Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders of the Securities may
be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10      Priorities.

            If the Trustee collects any money pursuant to this Article VI,
subject to Article X, it shall pay out the money in the following order:

            First: to the Trustee for amounts due under Section 7.07;

            Second: to Holders for amounts due and unpaid on the Securities in
      respect of which or for the benefit of which such money has been
      collected, for principal, premium (if any), interest and any Additional
      Amounts ratably, without preference or priority of any kind, according to
      the amounts due and payable on such Securities for principal, premium (if
      any), interest and any Additional Amounts, respectively; and

            Third: to the Company.

            The Trustee, upon prior written notice to the Company, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

            To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Company in any court it is necessary
to convert the sum due in respect of the principal of, premium (if any) or
interest on or Additional Amounts with respect to the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used for purposes of rendering
the

                                       33
<PAGE>

judgment shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the Business Day in The City of New York next preceding
that on which final judgment is given. Neither the Company nor the Trustee shall
be liable for any shortfall nor shall it benefit from any windfall in payments
to Holders of Securities under this Section 6.10 caused by a change in exchange
rates between the time the amount of a judgment against it is calculated as
above and the time the Trustee converts the Judgment Currency into the Required
Currency to make payments under this Section 6.10 to Holders of Securities, but
payment of such judgment shall discharge all amounts owed by the Company on the
claim or claims underlying such judgment.

SECTION 6.11      Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                  ARTICLE VII

                                     TRUSTEE

SECTION 7.01      Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in such exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

            (b) Except during the continuance of an Event of Default with
respect to the Securities of any series:

            (1) the Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine such certificates and opinions to
      determine whether, on their face, they appear to conform to the
      requirements of this Indenture.

            (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                                       34
<PAGE>

            (1) this paragraph does not limit the effect of Section 7.01(b);

            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it is proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (3) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. All money received by the Trustee shall,
until applied as herein provided, be held in trust for the payment of the
principal of, premium (if any) and interest on and Additional Amounts with
respect to the Securities.

SECTION 7.02      Rights of Trustee.

            (a) The Trustee may conclusively rely on any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may require
instruction, an Officers' Certificate or an Opinion of Counsel or both to be
provided. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Company's expense with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

            (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture.

            (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                                       35
<PAGE>

            (f) The Trustee shall not be charged with knowledge of any Default
or Event of Default with respect to the Securities, unless either (1) a
Responsible Officer shall have actual knowledge of such Default or Event of
Default or (2) written notice of such Default or Event of Default shall have
been given to the Trustee by the Company or by any Holder of the Securities, and
such notice references the Securities and this Indenture.

            (g) The permissive rights of the Trustee enumerated herein shall not
be construed as duties.

SECTION 7.03      May Hold Securities.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any of
its Affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights and duties. However, the Trustee is
subject to Sections 7.10 and 7.11.

SECTION 7.04      Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Company's use of the proceeds from the Securities or any money paid to the
Company or upon the Company's direction under any provision hereof, it shall not
be responsible for the use or application of any money received by any Paying
Agent other than the Trustee and it shall not be responsible for any statement
or recital herein or any statement in the Securities other than its certificate
of authentication.

SECTION 7.05      Notice of Defaults.

            If a Default or Event of Default with respect to the Securities of
any series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06      Reports by Trustee to Holders.

            Within 60 days after each May 15 of each year after the execution of
this Indenture, the Trustee shall mail to Holders of a series and the Company a
brief report dated as of such reporting date that complies with TIA Section
313(a); provided, however, that if no event described in TIA Section 313(a) has
occurred within the twelve months preceding the reporting date with respect to a
series, no report need be transmitted to Holders of such series. The Trustee
also shall comply with TIA Section 313(b). The Trustee shall also transmit by
mail all reports if and as required by TIA Sections 313(c) and 313(d).

            A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Company with the SEC and each
securities exchange, if any, on which the

                                       36
<PAGE>

Securities of such series are listed. The Company shall notify the Trustee if
and when any series of Securities is listed on any securities exchange.

SECTION 7.07      Compensation and Indemnity.

            The Company agrees to pay to the Trustee for its acceptance of this
Indenture and services hereunder such compensation as the Company and the
Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

            The Company hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent.

            The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

            To secure the payment obligations of the Company in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, premium (if any) and interest on and any Additional Amounts with
respect to Securities of any series. Such lien and the Company's obligations
under this Section 7.07 shall survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08      Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

            The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Company. The Holders of
a majority in principal amount of the then outstanding Securities of any series
may remove the Trustee with respect to the Securities of such series by so
notifying the Trustee and the Company. The Company may remove the Trustee if:

                                       37
<PAGE>

            (1) the Trustee fails to comply with Section 7.10;

            (2) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3) a Bankruptcy Custodian or public officer takes charge of the
      Trustee or its property; or

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Company shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). Within one year after
the successor Trustee with respect to the Securities of any series takes office,
the Holders of a majority in principal amount of the Securities of such series
then outstanding may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

            If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Company), the Company or the Holders of at least 10% in principal amount of the
then outstanding Securities of such series may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

            If the Trustee with respect to the Securities of a series fails to
comply with Section 7.10, any Holder of Securities of such series may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the Securities of such
series.

            In case of the appointment of a successor Trustee with respect to
all Securities, each such successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the retiring
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07.

            In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
(but not all) series shall execute and deliver an indenture supplemental hereto
in which each successor Trustee shall accept such appointment and that (1) shall
confer to each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall confirm that all the
rights, powers and duties of the retiring Trustee with respect to the

                                       38
<PAGE>

Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee. Nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, and each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee. Upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee shall have all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. On request of
the Company or any successor Trustee, such retiring Trustee shall transfer to
such successor Trustee all property held by such retiring Trustee as Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates. Such retiring Trustee shall, however, have
the right to deduct its unpaid fees and expenses, including attorneys' fees.

            Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Company under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09      Successor Trustee by Merger, etc.

            Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

            In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10      Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by Federal or State (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

                                       39
<PAGE>

            The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 7.11      Preferential Collection of Claims Against the Company.

            The Trustee is subject to and shall comply with the provisions of
TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

SECTION 8.01      Termination of the Company's Obligations.

            (a) This Indenture shall cease to be of further effect with respect
to the Securities of a series (except that the Company's obligations under
Section 7.07, the Trustee's and Paying Agent's obligations under Section 8.03
and the rights, powers, protections and privileges accorded the Trustee under
Article VII shall survive), and the Trustee, on demand of the Company, shall
execute proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:

            (1) either:

                  (A) all outstanding Securities of such series theretofore
            authenticated and issued (other than destroyed, lost or stolen
            Securities that have been replaced or paid) have been delivered to
            the Trustee for cancellation; or

                  (B) all outstanding Securities of such series not theretofore
            delivered to the Trustee for cancellation:

                        (i)   have become due and payable, or

                        (ii)  will become due and payable at their Stated
                              Maturity within one year, or

                        (iii) are to be called for redemption within one year
                              under arrangements satisfactory to the Trustee for
                              the giving of notice of redemption by the Trustee
                              in the name, and at the expense, of the Company,

            and, in the case of clause (i), (ii) or (iii) above, the Company has
            irrevocably deposited or caused to be deposited with the Trustee as
            funds (immediately available to the Holders in the case of clause
            (i)) in trust for such purpose (x) money in the currency in which
            payment of the Securities of such series is to

                                       40
<PAGE>

            be made in an amount, or (y) Government Obligations with respect to
            such series, maturing as to principal and interest at such times and
            in such amounts as will ensure the availability of money in the
            currency in which payment of the Securities of such series is to be
            made in an amount or (z) a combination thereof, which will be
            sufficient, in the opinion (in the case of clauses (y) and (z)) of a
            nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee, to pay and discharge the entire indebtedness on the
            Securities of such series for principal and interest to the date of
            such deposit (in the case of Securities which have become due and
            payable) or for principal, premium, if any, and interest to the
            Stated Maturity or Redemption Date, as the case may be; or

                  (C) the Company has properly fulfilled such other means of
            satisfaction and discharge as is specified, as contemplated by
            Section 2.01, to be applicable to the Securities of such series;

            (2) the Company has paid or caused to be paid all other sums payable
      by it hereunder with respect to the Securities of such series; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, together with an Opinion of Counsel to the same
      effect.

            (b) Unless this Section 8.01(b) is specified as not being applicable
to Securities of a series as contemplated by Section 2.01, the Company may, at
its option, terminate certain of its obligations under this Indenture ("covenant
defeasance") with respect to the Securities of a series if:

            (1) the Company has irrevocably deposited or caused to be
      irrevocably deposited with the Trustee as trust funds in trust for the
      purpose of making the following payments, specifically pledged as security
      for and dedicated solely to the benefit of the Holders of Securities of
      such series, (i) money in the currency in which payment of the Securities
      of such series is to be made in an amount, or (ii) Government Obligations
      with respect to such series, maturing as to principal and interest at such
      times and in such amounts as will ensure the availability of money in the
      currency in which payment of the Securities of such series is to be made
      in an amount or (iii) a combination thereof, that is sufficient, in the
      opinion (in the case of clauses (ii) and (iii)) of a nationally recognized
      firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay the principal of
      and premium (if any) and interest on all Securities of such series on each
      date that such principal, premium (if any) or interest is due and payable
      and (at the Stated Maturity thereof or upon redemption as provided in
      Section 8.01(e)) to pay all other sums payable by it hereunder; provided
      that the Trustee shall have been irrevocably instructed to apply such
      money and/or the proceeds of such Government Obligations to the payment of
      said principal, premium (if any) and interest with respect to the
      Securities of such series as the same shall become due;

                                       41
<PAGE>

            (2) the Company has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, and an Opinion of Counsel to the same effect;

            (3) no Default or Event of Default with respect to the Securities of
      such series shall have occurred and be continuing on the date of such
      deposit;

            (4) the Company shall have delivered to the Trustee an Opinion of
      Counsel from a nationally recognized counsel acceptable to the Trustee or
      a private letter ruling issued by the United States Internal Revenue
      Service to the effect that the Holders will not recognize income, gain or
      loss for United States Federal income tax purposes as a result of the
      Company's exercise of its option under this Section 8.01(b) and will be
      subject to United States Federal income tax on the same amount and in the
      same manner and at the same times as would have been the case if such
      option had not been exercised;

            (5) the Company has complied with any additional conditions
      specified pursuant to Section 2.01 to be applicable to the discharge of
      Securities of such series pursuant to this Section 8.01; and

            (6) such deposit and discharge shall not cause the Trustee to have a
      conflicting interest as defined in TIA Section 310(b).

            In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge under this Indenture. However, the Company's obligations in Sections
2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee's and
Paying Agent's obligations in Section 8.03 and the rights, powers, protections
and privileges accorded the Trustee under Article VII shall survive until all
Securities of such series are no longer outstanding. Thereafter, only the
Company's obligations in Section 7.07 and the Trustee's and Paying Agent's
obligations in Section 8.03 shall survive with respect to Securities of such
series.

            After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture with respect to the Securities of such series except for
those surviving obligations specified above.

            In order to have money available on a payment date to pay principal
of or premium (if any) or interest on the Securities, the Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. Government Obligations shall
not be callable at the issuer's option.

            (c) If the Company has previously complied or is concurrently
complying with Section 8.01(b) (other than any additional conditions specified
pursuant to Section 2.01 that are expressly applicable only to covenant
defeasance) with respect to Securities of a series, then, unless this Section
8.01(c) is specified as not being applicable to Securities of such series as

                                       42
<PAGE>

contemplated by Section 2.01, the Company may elect that its obligations to make
payments with respect to Securities of such series be discharged ("legal
defeasance"), if:

            (1) no Default or Event of Default under clauses (5) and (6) of
      Section 6.01 hereof shall have occurred at any time during the period
      ending on the 91st day after the date of deposit contemplated by Section
      8.01(b) (it being understood that this condition shall not be deemed
      satisfied until the expiration of such period);

            (2) unless otherwise specified with respect to Securities of such
      series as contemplated by Section 2.01, the Company has delivered to the
      Trustee an Opinion of Counsel from a nationally recognized counsel
      acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
      with respect to such legal defeasance, which opinion is based on (i) a
      private letter ruling issued by the United States Internal Revenue Service
      addressed to the Company, (ii) a published ruling of the United States
      Internal Revenue Service pertaining to a comparable form of transaction or
      (iii) a change in the applicable United States Federal income tax law
      (including regulations) after the date of this Indenture;

            (3) the Company has complied with any other conditions specified
      pursuant to Section 2.01 to be applicable to the legal defeasance of
      Securities of such series pursuant to this Section 8.01(c); and

            (4) the Company has delivered to the Trustee a Company Request
      requesting such legal defeasance of the Securities of such series and an
      Officers' Certificate stating that all conditions precedent with respect
      to such legal defeasance of the Securities of such series have been
      complied with, together with an Opinion of Counsel to the same effect.

            In such event, the Company will be discharged from its obligations
under this Indenture and the Securities of such series to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to
Securities of such series, the Company's obligations under Sections 4.01 and
4.02 shall terminate with respect to such Securities, and the entire
indebtedness of the Company evidenced by such Securities shall be deemed paid
and discharged.

            (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, the Company may
terminate any or all of its obligations under this Indenture with respect to
Securities of a series and any or all of its obligations under the Securities of
such series if it fulfills such other means of satisfaction and discharge as may
be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series.

            (e) If Securities of any series subject to subsections (a), (b), (c)
or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, the terms of the applicable trust
arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

                                       43
<PAGE>

SECTION 8.02      Application of Trust Money.

            The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or Government Obligations deposited with it pursuant
to Section 8.01 hereof. It shall apply the deposited money and the money from
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect
to which the deposit was made. Money and securities held in trust are not
subject to Article X.

SECTION 8.03      Repayment to Company.

            The Trustee and the Paying Agent shall promptly pay to the Company
any excess money or Government Obligations (or proceeds therefrom) held by them
at any time upon the written request of the Company.

            Subject to the requirements of any applicable abandoned property
laws, the Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal, premium (if any),
interest or any Additional Amounts that remains unclaimed for two years after
the date upon which such payment shall have become due. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person, and all liability of the Trustee and the Paying Agent with respect to
such money shall cease.

SECTION 8.04      Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture with respect to the Securities of such series and
under the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money or Government Obligations
in accordance with Section 8.01; provided, however, that if the Company has made
any payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or Government Obligations
held by the Trustee or the Paying Agent.

                                       44
<PAGE>

                                   ARTICLE IX

                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01      Without Consent of Holders.

            The Company and the Trustee may amend or supplement this Indenture
or the Securities or waive any provision hereof or thereof without the consent
of any Holder:

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to comply with Section 5.01;

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities, or to provide for the issuance of bearer
      Securities (with or without coupons);

            (4) to provide any security for, or to add any guarantees of or
      additional obligors on, any series of Securities;

            (5) to comply with any requirement in order to effect or maintain
      the qualification of this Indenture under the TIA;

            (6) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are to
      be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series), or to surrender any right or power herein conferred upon the
      Company;

            (7) to add any additional Events of Default with respect to all or
      any series of the Securities (and, if any such Event of Default is
      applicable to less than all series of Securities, specifying the series to
      which such Event of Default is applicable);

            (8) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become effective only
      when there is no outstanding Security of any series created prior to the
      execution of such amendment or supplemental indenture that is adversely
      affected in any material respect by such change in or elimination of such
      provision;

            (9) to establish the form or terms of Securities of any series as
      permitted by Section 2.01;

            (10) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Section 8.01; provided,
      however, that any such action shall not adversely affect the interest of
      the Holders of Securities of such series or any other series of Securities
      in any material respect; or

                                       45
<PAGE>

            (11) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.08.

            Upon the request of the Company, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company in the execution
of any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may
be therein contained.

SECTION 9.02      With Consent of Holders.

            Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture with the consent (including
consents obtained in connection with a tender offer or exchange offer for
Securities of any one or more series or all series or a solicitation of consents
in respect of Securities of any one or more series or all series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of each such series (but the terms of such offer or
solicitation may vary from series to series)) of the Holders of at least a
majority in principal amount of the then outstanding Securities of all series
affected by such amendment or supplement (acting as one class).

            Upon the request of the Company, accompanied by a Board Resolution,
and upon the filing with the Trustee of evidence of the consent of the Holders
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company
in the execution of such amendment or supplemental indenture.

            It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

            The Holders of a majority in principal amount of the then
outstanding Securities of one or more series or of all series (acting as one
class) may waive compliance in a particular instance by the Company with any
provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities
of such series, provided that in each case such offer or solicitation is made to
all Holders of then outstanding Securities of such series (but the terms of such
offer or solicitation may vary from series to series)).

            However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

            (1) reduce the amount of Securities whose Holders must consent to an
      amendment, supplement or waiver;

                                       46
<PAGE>

            (2) reduce the rate of or change the time for payment of interest,
      including default interest, on any Security;

            (3) reduce the principal of, any premium on or any mandatory sinking
      fund payment with respect to, or change the Stated Maturity of, any
      Security or reduce the amount of the principal of an Original Issue
      Discount Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 6.02;

            (4) reduce the premium, if any, payable upon the redemption of any
      Security or change the time at which any Security may or shall be
      redeemed;

            (5) change any obligation of the Company to pay Additional Amounts
      with respect to any Security;

            (6) change the coin or currency or currencies (including composite
      currencies) in which any Security or any premium, interest or Additional
      Amounts with respect thereto are payable;

            (7) impair the right to institute suit for the enforcement of any
      payment of principal of, premium (if any) or interest on or any Additional
      Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
      except as limited by Section 6.06;

            (8) make any change in the percentage of principal amount of
      Securities necessary to waive compliance with certain provisions of this
      Indenture pursuant to Section 6.04 or 6.07 or make any change in this
      sentence of Section 9.02;

            (9) waive a continuing Default or Event of Default in the payment of
      principal of, premium (if any) or interest on or Additional Amounts with
      respect to the Securities;

            (10) modify the provisions of this Indenture with respect to the
      subordination of any Security in a manner adverse to the Holder thereof;
      or

            (11) if applicable, make any change that materially and adversely
      affects the right to convert any Security.

            An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Debt unless the holders of the issue pursuant to its terms consent to the
change.

            A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

            The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent

                                       47
<PAGE>

otherwise required from such Holder) may be subject to the requirement that such
Holder shall have been the Holder of record of any Securities with respect to
which such consent is required or sought as of a date identified by the Company
in a notice furnished to Holders in accordance with the terms of this Indenture.

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver.

SECTION 9.03      Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04      Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Company in a notice furnished to such Holder in accordance with the terms
of this Indenture or, if no such date and time shall be identified, the date the
amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every
Holder.

            The Company may, but shall not be obligated to, fix a record date
(which need not comply with TIA Section 316(c)) for the purpose of determining
the Holders entitled to consent to any amendment, supplement or waiver or to
take any other action under this Indenture. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

                                       48
<PAGE>

SECTION 9.05      Notation on or Exchange of Securities.

            If an amendment or supplement changes the terms of an outstanding
Security, the Company may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Company regarding the changed terms and return it to the
Holder. Alternatively, if the Company so determines, the Company in exchange for
the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment or supplement.

            Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06      Trustee to Sign Amendments, etc.

            The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, in addition
to the documents required by Section 11.04, and, subject to Section 7.01 hereof,
shall be fully protected in relying upon, an Opinion of Counsel provided at the
expense of the Company to the effect that such amendment or supplement is
authorized or permitted by this Indenture.

                                   ARTICLE X

                           SUBORDINATION OF SECURITIES

SECTION 10.01     Securities Subordinated to Senior Debt.

            The Company and each Holder of a Security of a series, by his
acceptance thereof, agree that (a) the payment of the principal of, premium (if
any) and interest on and any Additional Amounts with respect to each and all the
Securities of such series and (b) any other payment in respect of the Securities
of such series, including on account of the acquisition or redemption of
Securities of such series by the Company, is subordinated, to the extent and in
the manner provided in this Article X, to the prior payment in full of all
Senior Debt of the Company, whether outstanding at the date of this Indenture or
thereafter created, incurred, assumed or guaranteed, and that these
subordination provisions are for the benefit of the holders of Senior Debt.

            This Article X shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold,
Senior Debt, and such provisions are made for the benefit of the holders of
Senior Debt, and such holders are made obligees hereunder and any one or more of
them may enforce such provisions.

                                       49
<PAGE>

SECTION 10.02     No Payment on Securities in Certain Circumstances.

            (a) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company on account of the principal of, premium (if any) or interest on
or any Additional Amounts with respect to the Securities of any series or to
acquire any Securities of such series (including any repurchases of Securities
of such series pursuant to the provisions thereof at the option of the Holder
thereof) for cash or property (other than Junior securities), or on account of
any redemption provisions of Securities of such series, in the event of default
in payment of any principal of, premium (if any) or interest on any Senior Debt
of the Company when the same becomes due and payable, whether at maturity or at
a date fixed for prepayment or by acceleration of maturity or otherwise (a
"Payment Default"), unless and until such Payment Default has been cured or
waived or otherwise has ceased to exist or such Senior Debt has been discharged
or paid in full.

            (b) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company on account of the principal of, premium (if any) or interest on
or any Additional Amounts with respect to the Securities of any series or to
acquire any Securities of such series (including any repurchases of Securities
of such seeries pursuant to the provisions thereof at the option of the Holder
thereof) for cash or property (other than Junior securities), or on account of
the redemption provisions of Securities of such series, in the event of any
event of default (other than a Payment Default) with respect to any Designated
Senior Debt permitting the holders of such Designated Senior Debt (or a trustee
or other representative on behalf of the holders thereof) to declare such
Designated Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable, upon written notice thereof to the
Company and the Trustee by any holders of Designated Senior Debt (or a trustee
or other representative on behalf of the holders thereof) (a "Payment Blocking
Notice"), unless and until such event of default has been cured or waived or
otherwise has ceased to exist or such Designated Senior Debt has been discharged
or paid in full; provided, that such payments may not be prevented pursuant to
this Section 10.02(b) for more than 179 days after an applicable Payment
Blocking Notice has been received by the Trustee unless the Designated Senior
Debt in respect of which such event of default exists has been declared due and
payable in its entirety, in which case no such payment may be made until such
acceleration has been rescinded or annulled or such Designated Senior Debt has
been discharged or paid in full. Unless otherwise provided with respect to the
Securities of a series as contemplated by Section 2.01, no event of default that
existed or was continuing on the date of any Payment Notice (whether or not such
event of default is on the same issue of Designated Senior Debt) may be made the
basis for the giving of a second Payment Blocking Notice, and only one such
Payment Blocking Notice may be given in any 365-day period.

            (c) In furtherance of the provisions of Section 10.01, in the event
that, notwithstanding the foregoing provisions of this Section 10.02, any
payment or distribution of assets of the Company (other than Junior securities)
shall be received by the Trustee, the Paying Agent or the Holders of Securities
of any series at a time when such payment or distribution was prohibited by the
provisions of this Section 10.02, then, unless such payment or distribution is
no longer prohibited by this Section 10.02, such payment or distribution
(subject to the provisions of

                                       50
<PAGE>

Section 10.07) shall be received and held in trust by the Trustee, the Paying
Agent or such Holder for the benefit of the holders of Senior Debt of the
Company, and shall be paid or delivered by the Trustee, the Paying Agent or such
Holders, as the case may be, to the holders of Senior Debt of the Company
remaining unpaid or unprovided for or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Debt of the Company may have been issued,
ratably, according to the aggregate amounts remaining unpaid on account of such
Senior Debt of the Company held or represented by each, for application to the
payment of all Senior Debt in full after giving effect to all concurrent
payments and distributions to or for the holders of such Senior Debt.

SECTION 10.03     Securities Subordinated to Prior Payment of All Senior Debt on
Dissolution, Liquidation or Reorganization.

            Upon any distribution of assets of the Company or upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or similar proceeding or upon assignment for the benefit of
creditors:

            (a) the holders of all Senior Debt of the Company shall first be
      entitled to receive payments in full before the Holders of Securities of
      any series are entitled to receive any payment on account of the principal
      of, premium (if any) or interest on or any Additional Amounts with respect
      to Securities of such series (other than Junior securities);

            (b) any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities (other than Junior
      securities), to which the Holders of Securities of any series or the
      Trustee on behalf of such Holders would be entitled, except for the
      provisions of this Article X, shall be paid by the liquidating trustee or
      agent or other Person making such a payment or distribution directly to
      the holders of such Senior Debt or their representative, ratably according
      to the respective amounts of Senior Debt held or represented by each, to
      the extent necessary to make payment in full of all such Senior Debt
      remaining unpaid after giving effect to all concurrent payments and
      distributions to the holders of such Senior Debt; and

            (c) in the event that, notwithstanding the foregoing, any payment or
      distribution of assets of the Company of any kind or character, whether in
      cash, property or securities (other than Junior securities), shall be
      received by the Trustee or the Holders of Securities of any series or any
      Paying Agent (or, if the Company or any Subsidiary is acting as the Paying
      Agent, money for any such payment or distribution shall be segregated or
      held in trust) on account of the principal of, premium (if any) or
      interest on or any Additional Amounts with respect to the Securities of
      such series before all Senior Debt of the Company is paid in full, such
      payment or distribution (subject to the provisions of Section 10.07) shall
      be received and held in trust by the Trustee or such Holder or Paying
      Agent for the benefit of the holders of such Senior Debt, or their
      respective representatives, ratably according to the respective amounts of
      such Senior Debt held or represented by each, to the extent necessary to
      make payment as provided herein of all such Senior Debt remaining unpaid
      after giving effect to all concurrent payments and

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<PAGE>

      distributions and all provisions therefor to or for the holders of such
      Senior Debt, but only to the extent that as to any holder of such Senior
      Debt, as promptly as practical following notice from the Trustee to the
      holders of such Senior Debt that such prohibited payment has been received
      by the Trustee, Holder(s) or Paying Agent (or has been segregated as
      provided above), such holder (or a representative therefor) notifies the
      Trustee of the amounts then due and owing on such Senior Debt, if any,
      held by such holder and only the amounts specified in such notices to the
      Trustee shall be paid to the holders of such Senior Debt.

SECTION 10.04     Subrogation to Rights of Holders of Senior Debt.

            Subject to the payment in full of all Senior Debt of the Company as
provided herein, the Holders of the Securities of any series shall be subrogated
(to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article X) to the rights of the
holders of such Senior Debt to receive payments or distributions of assets of
the Company applicable to the Senior Debt until all amounts owing on the
Securities of such series shall be paid in full. For the purpose of such
subrogation, no such payments or distributions to the holders of such Senior
Debt by the Company, or by or on behalf of the Holders of the Securities of such
series by virtue of this Article X, which otherwise would have been made to such
Holders shall, as between the Company and such Holders, be deemed to be payment
by the Company or on account of such Senior Debt, it being understood that the
provisions of this Article X are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities of a series, on
the one hand, and the holders of such Senior Debt, on the other hand.

            If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article X shall have been applied, pursuant to the provisions of this Article X,
to the payment of amounts payable under Senior Debt of the Company, then such
Holders shall be entitled to receive from the holders of such Senior Debt any
payments or distributions received by such holders of Senior Debt in excess of
the amount sufficient to pay all amounts payable under or in respect of such
Senior Debt in full.

SECTION 10.05     Obligations of the Company Unconditional.

            Nothing contained in this Article X or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company and
the Holders of the Securities of any series, the obligation of the Company,
which is absolute and unconditional, to pay to such Holders the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the
Securities of such series as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of such Holders and creditors of the Company other than the holders of
the Senior Debt, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
X, of the holders of Senior Debt in respect of cash, property or securities of
the Company received upon the exercise of any such remedy. Notwithstanding
anything to the contrary in this Article X or elsewhere in this Indenture or in
the Securities, upon any distribution of assets of the Company referred to in
this Article X, the Trustee, subject to the

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provisions of Sections 7.01 and 7.02, and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
such Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Debt and other Debt of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article X
so long as such court has been apprised of the provisions of, or the order,
decree or certificate makes reference to, the provisions of this Article X.

SECTION 10.06     Trustee Entitled to Assume Payments Not Prohibited in Absence
of Notice.

            The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until a Responsible Officer of the Trustee or any Paying
Agent shall have received, no later than two Business Days prior to such
payment, written notice thereof from the Company or from one or more holders of
Senior Debt or from any representative thereof and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Sections 7.01 and
7.02, shall be entitled in all respects conclusively to assume that no such fact
exists.

SECTION 10.07     Application by Trustee of Amounts Deposited with It.

            Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article VIII shall be for the sole benefit of Holders of
Securities of the series for the benefit of which such amounts were deposited,
and, to the extent allocated for the payment of Securities of such series, shall
not be subject to the subordination provisions of this Article X. Otherwise, any
deposit of assets with the Trustee or the Paying Agent (whether or not in trust)
for the payment of principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Securities of any series shall be subject
to the provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided that if
prior to two Business Days preceding the date on which by the terms of this
Indenture any such assets may become distributable for any purpose (including,
without limitation, the payment of either principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Security), a
Responsible Officer of the Trustee or such Paying Agent shall not have received
with respect to such assets the written notice provided for in Section 10.06,
then the Trustee or such Paying Agent shall have full power and authority to
receive such assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it on or after such date; and provided further that nothing
contained in this Article X shall prevent the Company from making, or the
Trustee from receiving or applying, any payment in connection with the
redemption of Securities of a series if the first publication of notice of such
redemption (whether by mail or otherwise in accordance with this Indenture) has
been made, and the Trustee has received such payment from the Company, prior to
the occurrence of any of the contingencies specified in Section 10.02 or 10.03.

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<PAGE>

SECTION 10.08     Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Debt.

            No right of any present or future holders of any Senior Debt to
enforce subordination provisions contained in this Article X shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with. The holders of Senior Debt may extend, renew, modify or
amend the terms of the Senior Debt or any security therefor and release, sell or
exchange such security and otherwise deal freely with the Company, all without
affecting the liabilities and obligations of the parties to this Indenture or
the Holders of the Securities of any series.

SECTION 10.09     Trustee to Effectuate Subordination of Securities.

            Each Holder of a Security of any series by his acceptance thereof
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provisions
contained in this Article X and to protect the rights of the Holders of the
Securities of such series pursuant to this Indenture, and appoints the Trustee
his attorney-in-fact for such purpose, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency or receivership proceedings or upon an assignment for
the benefit of creditors of the Company), the filing of a claim for the unpaid
balance of his Securities in the form required in said proceedings and cause
said claim to be approved. If the Trustee does not file a proper claim or proof
of debt in the form required in such proceeding prior to 30 days before the
expiration of the time to file such claim or claims, then the holders of the
Senior Debt or their representative is hereby authorized to have the right to
file and is hereby authorized to file an appropriate claim for and on behalf of
the Holders of Securities of such series. Nothing contained herein shall be
deemed to authorize the Trustee or the holders of Senior Debt or their
representative to authorize or consent to or accept or adopt on behalf of any
Holder of Securities of any series any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of such series or the rights
of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt
or their representative to vote in respect of the claim of any Holder of the
Securities of such series in any such proceeding.

SECTION 10.10     Right of Trustee to Hold Senior Debt.

            The Trustee in its individual capacity shall be entitled to all of
the rights set forth in this Article X in respect of any Senior Debt at any time
held by it to the same extent as any other holder of Senior Debt, and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

SECTION 10.11     Article X Not to Prevent Events of Default.

            The failure to make a payment on account of principal of or premium
(if any) or interest on the Securities of any series by reason of any provision
of this Article X shall not be construed as preventing the occurrence of a
Default or an Event of Default under Section 6.01

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<PAGE>

with respect to Securities of such series or in any way prevent the Holders of
the Securities of such series from exercising any right hereunder other than the
right to receive payment on the Securities of such series.

SECTION 10.12     No Fiduciary Duty of Trustee to Holders of Senior Debt.

            The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders (other than
for its willful misconduct or negligence) if it shall in good faith mistakenly
pay over or distribute to the Holders of the Securities of any series or the
Company or any other Person, cash, property or securities to which any holders
of Senior Debt shall be entitled by virtue of this Article X or otherwise.
Nothing in this Section 10.12 shall affect the obligation of any other such
Person to hold such payment for the benefit of, and to pay such payment over to,
the holders of Senior Debt or their representative.

SECTION 10.13     Article Applicable to Paying Agent.

            In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article X shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article X in addition to or in place of the Trustee;
provided, however, that this Section 10.13 shall not apply to the Company or any
Subsidiary if the Company or such Subsidiary acts as Paying Agent.

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.01     Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by operation of TIA Section 318(c), the imposed duties
shall control.

SECTION 11.02     Notices.

            Any notice or communication by the Company or the Trustee to the
other is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), telex,
facsimile or overnight air courier guaranteeing next day delivery, to the
other's address:

            If to the Company:

            Pride International, Inc.
            5847 San Felipe, Suite 3300
            Houston, Texas 77057
            Attention: General Counsel
            Telephone: (713) 789-1400

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<PAGE>

            Facsimile: (713) 914-9796

            If to the Trustee:

            [_____________]
            Attn:  [_____________]
            Telephone: [_____________]
            Facsimile: [_____________]

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

            If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

            All notices or communications, including without limitation notices
to the Trustee or the Company by Holders, shall be in writing, except as
otherwise set forth herein.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03     Communication by Holders with Other Holders.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

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<PAGE>

SECTION 11.04     Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee at the expense of the Company:

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 11.05) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent and covenants have been complied
      with.

SECTION 11.05     Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been complied with.

SECTION 11.06     Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07     Legal Holidays.

            If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

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<PAGE>

SECTION 11.08     No Recourse Against Others.

            A director, officer, employee, stockholder, partner or other owner
of the Company or the Trustee, as such, shall not have any liability for any
obligations of the Company under the Securities or for any obligations of the
Company or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release shall be part of the consideration for the issue of Securities.

SECTION 11.09     Governing Law.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.

SECTION 11.10     No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or any Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 11.11     Successors.

            All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

SECTION 11.12     Severability.

            In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 11.13     Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.14     Table of Contents, Headings, etc.

            The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

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<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                       PRIDE INTERNATIONAL, INC.

                                       By:______________________________________
                                          Name:
                                          Title:

                                       [___________________], as Trustee

                                       By:______________________________________
                                          Name:
                                          Title:

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